SC 13D/A

0001193125-17-143120.txt : 20170427 0001193125-17-143120.hdr.sgml : 20170427 20170427163203 ACCESSION NUMBER: 0001193125-17-143120 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20170427 DATE AS OF CHANGE: 20170427 GROUP MEMBERS: BLUE MOUNTAIN CA MASTER FUND GP, LTD. GROUP MEMBERS: BLUE MOUNTAIN CREDIT ALTERNATIVES MASTER FUND L.P. GROUP MEMBERS: BLUE MOUNTAIN CREDIT GP, LLC GROUP MEMBERS: BLUEMOUNTAIN CREDIT OPPORTUNITIES GP I, LLC GROUP MEMBERS: BLUEMOUNTAIN CREDIT OPPORTUNITIES MASTER FUND I L.P. GROUP MEMBERS: BLUEMOUNTAIN DISTRESSED GP, LLC GROUP MEMBERS: BLUEMOUNTAIN DISTRESSED MASTER FUND L.P. GROUP MEMBERS: BLUEMOUNTAIN GP HOLDINGS, LLC GROUP MEMBERS: BLUEMOUNTAIN GUADALUPE PEAK FUND L.P. GROUP MEMBERS: BLUEMOUNTAIN KICKING HORSE FUND GP, LLC GROUP MEMBERS: BLUEMOUNTAIN KICKING HORSE FUND L.P. GROUP MEMBERS: BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC GROUP MEMBERS: BLUEMOUNTAIN MONTENVERS GP S.A R.L. GROUP MEMBERS: BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICAV-SIF GROUP MEMBERS: BLUEMOUNTAIN STRATEGIC CREDIT GP, LLC GROUP MEMBERS: BLUEMOUNTAIN STRATEGIC CREDIT MASTER FUND L.P. GROUP MEMBERS: BLUEMOUNTAIN SUMMIT OPPORTUNITIES GP II, LLC GROUP MEMBERS: BLUEMOUNTAIN SUMMIT TRADING L.P. GROUP MEMBERS: BLUEMOUNTAIN TIMBERLINE LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EASTMAN KODAK CO CENTRAL INDEX KEY: 0000031235 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 160417150 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57473 FILM NUMBER: 17789557 BUSINESS ADDRESS: STREET 1: 343 STATE ST CITY: ROCHESTER STATE: NY ZIP: 14650-0910 BUSINESS PHONE: 7167244000 MAIL ADDRESS: STREET 1: 343 STATE STREET CITY: ROCHESTER STATE: NY ZIP: 14650 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BlueMountain Capital Management, LLC CENTRAL INDEX KEY: 0001427430 IRS NUMBER: 261523875 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 d385058dsc13da.htm SC 13D/A SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)*

EASTMAN KODAK COMPANY

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

277461406

(CUSIP Number)

Eric M. Albert

BlueMountain Capital Management, LLC

280 Park Avenue, 12^th Floor

New York, New York 10017

212-905-5647

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 26, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 277461406


1	NAMES OF REPORTING PERSONS BlueMountain Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 4,811,358 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 4,811,358 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,811,358 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.2% (2)
14	TYPE OF REPORTING PERSON (See instructions) IA

(1)	Includes the 511,358 Warrants (as defined in Item 1) held by the BlueMountain Funds (as defined in Item 2).

(2)

The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock (as defined in Item 1) of the Issuer (as defined in Item 1) outstanding as of March 29, 2017, as reported on Form DEF 14A (as defined in Item 5), and is calculated assuming that the Warrants held by the BlueMountain Funds, but no other Warrants, have been exercised.

CUSIP No. 277461406


1	NAMES OF REPORTING PERSONS BlueMountain GP Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 4,130,243 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 4,130,243 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,130,243 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% (2)
14	TYPE OF REPORTING PERSON (See instructions) OO

(1)	Includes the 409,176 Warrants held by the Partnerships (as defined in Item 2).

(2)	The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by the Partnerships, but no other Warrants, have been exercised.

CUSIP No. 277461406


1	NAMES OF REPORTING PERSONS Blue Mountain Credit GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,931,972 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,931,972 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,931,972 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% (2)
14	TYPE OF REPORTING PERSON (See instructions) OO

(1)	Includes the 205,338 Warrants held by Credit Alternatives (as defined in Item 2).

(2)	The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by Credit Alternatives, but no other Warrants, have been exercised.

CUSIP No. 277461406


1	NAMES OF REPORTING PERSONS Blue Mountain CA Master Fund GP, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,931,972 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,931,972 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,931,972 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% (2)
14	TYPE OF REPORTING PERSON (See instructions) CO

(1)	Includes the 205,338 Warrants held by Credit Alternatives.

(2)	The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by Credit Alternatives, but no other Warrants, have been exercised.

CUSIP No. 277461406


1	NAMES OF REPORTING PERSONS Blue Mountain Credit Alternatives Master Fund L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,931,972 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,931,972 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,931,972 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% (2)
14	TYPE OF REPORTING PERSON (See instructions) PN

(1)	Includes the 205,338 Warrants held by Credit Alternatives.

(2)	The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by Credit Alternatives, but no other Warrants, have been exercised.

CUSIP No. 277461406


1	NAMES OF REPORTING PERSONS BlueMountain Long/Short Credit GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 123,638 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 123,638 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 123,638 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% (2)
14	TYPE OF REPORTING PERSON (See instructions) OO

(1)	Includes the 13,140 Warrants held by Guadalupe (as defined in Item 2).

(2)	The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by Guadalupe, but no other Warrants, have been exercised.

CUSIP No. 277461406


1	NAMES OF REPORTING PERSONS BlueMountain Guadalupe Peak Fund L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 123,638 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 123,638 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 123,638 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% (2)
14	TYPE OF REPORTING PERSON (See instructions) PN

(1)	Includes the 13,140 Warrants held by Guadalupe.

(2)	The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by Guadalupe, but no other Warrants, have been exercised.

CUSIP No. 277461406


1	NAMES OF REPORTING PERSONS BlueMountain Timberline Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 210,012 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 210,012 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 210,012 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% (2)
14	TYPE OF REPORTING PERSON (See instructions) CO

(1)	Includes the 22,318 Warrants held by Timberline (as defined in Item 2).

(2)	The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by Timberline, but no other Warrants, have been exercised.

CUSIP No. 277461406


1	NAMES OF REPORTING PERSONS BlueMountain Kicking Horse Fund GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 162,740 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 162,740 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 162,740 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% (2)
14	TYPE OF REPORTING PERSON (See instructions) OO

(1)	Includes the 17,296 Warrants held by Kicking Horse (as defined in Item 2).

(2)	The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by Kicking Horse, but no other Warrants, have been exercised.

CUSIP No. 277461406


1	NAMES OF REPORTING PERSONS BlueMountain Kicking Horse Fund L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 162,740 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 162,740 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 162,740 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% (2)
14	TYPE OF REPORTING PERSON (See instructions) PN

(1)	Includes the 17,296 Warrants held by Kicking Horse.

(2)	The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by Kicking Horse, but no other Warrants, have been exercised.

CUSIP No. 277461406


1	NAMES OF REPORTING PERSONS BlueMountain Credit Opportunities GP I, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,232,130 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,232,130 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,232,130 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% (2)
14	TYPE OF REPORTING PERSON (See instructions) OO

(1)	Includes the 130,956 Warrants held by COF (as defined in Item 2).

(2)	The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by COF, but no other Warrants, have been exercised.

CUSIP No. 277461406


1	NAMES OF REPORTING PERSONS BlueMountain Credit Opportunities Master Fund I L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,232,130 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,232,130 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,232,130 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% (2)
14	TYPE OF REPORTING PERSON (See instructions) PN

(1)	Includes the 130,956 Warrants held by COF.

(2)	The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by COF, but no other Warrants, have been exercised.

CUSIP No. 277461406


1	NAMES OF REPORTING PERSONS BlueMountain Distressed GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 228,340 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 228,340 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 228,340 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% (2)
14	TYPE OF REPORTING PERSON (See instructions) OO

(1)	Includes the 24,266 Warrants held by Distressed (as defined in Item 2).

(2)	The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by Distressed, but no other Warrants, have been exercised.

CUSIP No. 277461406


1	NAMES OF REPORTING PERSONS BlueMountain Distressed Master Fund L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 228,340 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 228,340 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 228,340 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% (2)
14	TYPE OF REPORTING PERSON (See instructions) PN

(1)	Includes the 24,266 Warrants held by Distressed.

(2)	The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by Distressed, but no other Warrants, have been exercised.

CUSIP No. 277461406


1	NAMES OF REPORTING PERSONS BlueMountain Montenvers GP S.à r.l.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 471,103 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 471,103 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 471,103 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1% (2)
14	TYPE OF REPORTING PERSON (See instructions) CO

(1)	Includes the 79,864 Warrants held by Montenvers (as defined in Item 2).

(2)	The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by Montenvers, but no other Warrants, have been exercised.

CUSIP No. 277461406


1	NAMES OF REPORTING PERSONS BlueMountain Montenvers Master Fund SCA SICAV-SIF
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 471,103 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 471,103 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 471,103 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1% (2)
14	TYPE OF REPORTING PERSON (See instructions) PN

(1)	Includes the 79,864 Warrants held by Montenvers.

(2)	The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by Montenvers, but no other Warrants, have been exercised.

CUSIP No. 277461406


1	NAMES OF REPORTING PERSONS BlueMountain Strategic Credit GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 171,070 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 171,070 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 171,070 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% (2)
14	TYPE OF REPORTING PERSON (See instructions) OO

(1)	Includes the 18,180 Warrants held by Strategic Credit (as defined in Item 2).

(2)	The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by Strategic Credit, but no other Warrants, have been exercised.

CUSIP No. 277461406


1	NAMES OF REPORTING PERSONS BlueMountain Strategic Credit Master Fund L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 171,070 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 171,070 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 171,070 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% (2)
14	TYPE OF REPORTING PERSON (See instructions) PN

(1)	Includes the 18,180 Warrants held by Strategic Credit.

(2)	The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A, and is calculated assuming that the Warrants held by Strategic Credit, but no other Warrants, have been exercised.

CUSIP No. 277461406


1	NAMES OF REPORTING PERSONS BlueMountain Summit Opportunities GP II, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 280,353
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 280,353
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 280,353
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% (1)
14	TYPE OF REPORTING PERSON (See instructions) OO

(1)	The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A.

CUSIP No. 277461406


1	NAMES OF REPORTING PERSONS BlueMountain Summit Trading L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 280,353
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 280,353
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 280,353
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% (1)
14	TYPE OF REPORTING PERSON (See instructions) PN

(1)	The percentage set forth in Row 13 of this Cover Page is based on the 42,451,096 shares of Common Stock of the Issuer outstanding as of March 29, 2017, as reported on Form DEF 14A.

CUSIP No. 277461406

Item 1. Security of the Issuer.

This Amendment No. 5 amends the Schedule 13D filed with the Securities and Exchange Commission on September 13, 2013 (as amended by Amendment No. 1 thereto filed on October 8, 2013, Amendment No. 2 thereto filed on December 1, 2014, Amendment No. 3 thereto filed on March 15, 2017 and Amendment No. 4 thereto filed on April 25, 2017, the “Schedule 13D”), relating to the shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Eastman Kodak Company, a New Jersey corporation (the “Issuer”), net-share settled warrants to purchase Common Stock at an exercise price of $14.93 per share (the “125% Warrants”) and net-share settled warrants to purchase Common Stock at an exercise price of $16.12 per share (the “135% Warrants” and, together with the 125% Warrants, the “Warrants”). The Issuer’s principal executive office is located at 343 State Street, Rochester, New York 14650. Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged.

Item 5. Interest in Securities of the Issuer.

Paragraph (c) of Item 5 of the Schedule 13D is hereby deleted and replaced with the following:


Date	BlueMountain Fund	Security	Amount		Price per Share		Type of Transaction
March 10, 2017	Credit Alternatives	Common Stock		10,829	$	12.01	open market sale
March 10, 2017	Guadalupe	Common Stock		693	$	12.01	open market sale
March 10, 2017	Timberline	Common Stock		1,177	$	12.01	open market sale
March 10, 2017	Kicking Horse	Common Stock		912	$	12.01	open market sale
March 10, 2017	COF	Common Stock		6,906	$	12.01	open market sale
March 10, 2017	Distressed	Common Stock		1,280	$	12.01	open market sale
March 10, 2017	Montenvers	Common Stock		2,454	$	12.01	open market sale
March 10, 2017	Strategic Credit	Common Stock		959	$	12.01	open market sale
March 10, 2017	BMST	Common Stock		1,758	$	12.01	open market sale
March 13, 2017	Credit Alternatives	Common Stock		26,644	$	11.95	open market sale
March 13, 2017	Credit Alternatives	Common Stock		4,018	$	12.20	open market sale
March 13, 2017	Guadalupe	Common Stock		1,705	$	11.95	open market sale
March 13, 2017	Guadalupe	Common Stock		257	$	12.20	open market sale
March 13, 2017	Timberline	Common Stock		2,896	$	11.95	open market sale
March 13, 2017	Timberline	Common Stock		437	$	12.20	open market sale
March 13, 2017	Kicking Horse	Common Stock		2,244	$	11.95	open market sale
March 13, 2017	Kicking Horse	Common Stock		338	$	12.20	open market sale
March 13, 2017	COF	Common Stock		16,992	$	11.95	open market sale
March 13, 2017	COF	Common Stock		2,563	$	12.20	open market sale
March 13, 2017	Distressed	Common Stock		3,149	$	11.95	open market sale
March 13, 2017	Distressed	Common Stock		475	$	12.20	open market sale
March 13, 2017	Montenvers	Common Stock		6,038	$	11.95	open market sale
March 13, 2017	Montenvers	Common Stock		911	$	12.20	open market sale
March 13, 2017	Strategic Credit	Common Stock		2,358	$	11.95	open market sale
March 13, 2017	Strategic Credit	Common Stock		356	$	12.20	open market sale
March 13, 2017	BMST	Common Stock		4,326	$	11.95	open market sale
March 13, 2017	BMST	Common Stock		652	$	12.20	open market sale
March 14, 2017	Credit Alternatives	Common Stock		10,038	$	11.45	open market sale
March 14, 2017	Credit Alternatives	Common Stock		10,039	$	11.65	open market sale
March 14, 2017	Credit Alternatives	Common Stock		50,195	$	11.75	open market sale
March 14, 2017	Guadalupe	Common Stock		643	$	11.45	open market sale
March 14, 2017	Guadalupe	Common Stock		642	$	11.65	open market sale
March 14, 2017	Guadalupe	Common Stock		3,210	$	11.75	open market sale
March 14, 2017	Timberline	Common Stock		1,091	$	11.45	open market sale
March 14, 2017	Timberline	Common Stock		1,091	$	11.65	open market sale
March 14, 2017	Timberline	Common Stock		5,455	$	11.75	open market sale
March 14, 2017	Kicking Horse	Common Stock		846	$	11.45	open market sale
March 14, 2017	Kicking Horse	Common Stock		846	$	11.65	open market sale
March 14, 2017	Kicking Horse	Common Stock		4,230	$	11.75	open market sale
March 14, 2017	COF	Common Stock		6,403	$	11.45	open market sale
March 14, 2017	COF	Common Stock		6,402	$	11.65	open market sale
March 14, 2017	COF	Common Stock		32,010	$	11.75	open market sale
March 14, 2017	Distressed	Common Stock		1,186	$	11.45	open market sale

CUSIP No. 277461406


Date	BlueMountain Fund	Security	Amount		Price per Share		Type of Transaction
March 14, 2017	Distressed	Common Stock		1,186	$	11.65	open market sale
March 14, 2017	Distressed	Common Stock		5,931	$	11.75	open market sale
March 14, 2017	Montenvers	Common Stock		2,275	$	11.45	open market sale
March 14, 2017	Montenvers	Common Stock		2,275	$	11.65	open market sale
March 14, 2017	Montenvers	Common Stock		11,374	$	11.75	open market sale
March 14, 2017	Strategic Credit	Common Stock		888	$	11.45	open market sale
March 14, 2017	Strategic Credit	Common Stock		889	$	11.65	open market sale
March 14, 2017	Strategic Credit	Common Stock		4,445	$	11.75	open market sale
March 14, 2017	BMST	Common Stock		1,630	$	11.45	open market sale
March 14, 2017	BMST	Common Stock		1,630	$	11.65	open market sale
March 14, 2017	BMST	Common Stock		8,150	$	11.75	open market sale
March 15, 2017	Credit Alternatives	Common Stock		30,116	$	11.74	open market sale
March 15, 2017	Credit Alternatives	Common Stock		31,894	$	11.81	open market sale
March 15, 2017	Guadalupe	Common Stock		1,926	$	11.74	open market sale
March 15, 2017	Guadalupe	Common Stock		2,042	$	11.81	open market sale
March 15, 2017	Timberline	Common Stock		3,274	$	11.74	open market sale
March 15, 2017	Timberline	Common Stock		3,467	$	11.81	open market sale
March 15, 2017	Kicking Horse	Common Stock		2,537	$	11.74	open market sale
March 15, 2017	Kicking Horse	Common Stock		2,687	$	11.81	open market sale
March 15, 2017	COF	Common Stock		19,206	$	11.74	open market sale
March 15, 2017	COF	Common Stock		20,341	$	11.81	open market sale
March 15, 2017	Distressed	Common Stock		3,560	$	11.74	open market sale
March 15, 2017	Distressed	Common Stock		3,769	$	11.81	open market sale
March 15, 2017	Montenvers	Common Stock		6,824	$	11.74	open market sale
March 15, 2017	Montenvers	Common Stock		7,227	$	11.81	open market sale
March 15, 2017	Strategic Credit	Common Stock		2,667	$	11.74	open market sale
March 15, 2017	Strategic Credit	Common Stock		2,824	$	11.81	open market sale
March 15, 2017	BMST	Common Stock		4,890	$	11.74	open market sale
March 15, 2017	BMST	Common Stock		5,179	$	11.81	open market sale
March 16, 2017	Credit Alternatives	Common Stock		8,848	$	11.65	open market sale
March 16, 2017	Credit Alternatives	Common Stock		10,039	$	11.67	open market sale
March 16, 2017	Guadalupe	Common Stock		567	$	11.65	open market sale
March 16, 2017	Guadalupe	Common Stock		642	$	11.67	open market sale
March 16, 2017	Timberline	Common Stock		961	$	11.65	open market sale
March 16, 2017	Timberline	Common Stock		1,092	$	11.67	open market sale
March 16, 2017	Kicking Horse	Common Stock		746	$	11.65	open market sale
March 16, 2017	Kicking Horse	Common Stock		845	$	11.67	open market sale
March 16, 2017	COF	Common Stock		5,642	$	11.65	open market sale
March 16, 2017	COF	Common Stock		6,402	$	11.67	open market sale
March 16, 2017	Distressed	Common Stock		1,046	$	11.65	open market sale
March 16, 2017	Distressed	Common Stock		1,187	$	11.67	open market sale
March 16, 2017	Montenvers	Common Stock		2,004	$	11.65	open market sale
March 16, 2017	Montenvers	Common Stock		2,275	$	11.67	open market sale
March 16, 2017	Strategic Credit	Common Stock		782	$	11.65	open market sale
March 16, 2017	Strategic Credit	Common Stock		889	$	11.67	open market sale
March 16, 2017	BMST	Common Stock		1,438	$	11.65	open market sale
March 16, 2017	BMST	Common Stock		1,629	$	11.67	open market sale
March 17, 2017	Credit Alternatives	Common Stock		24,712	$	11.50	open market sale
March 17, 2017	Guadalupe	Common Stock		1,582	$	11.50	open market sale
March 17, 2017	Timberline	Common Stock		2,687	$	11.50	open market sale
March 17, 2017	Kicking Horse	Common Stock		2,081	$	11.50	open market sale
March 17, 2017	COF	Common Stock		15,760	$	11.50	open market sale
March 17, 2017	Distressed	Common Stock		2,920	$	11.50	open market sale
March 17, 2017	Montenvers	Common Stock		5,599	$	11.50	open market sale
March 17, 2017	Strategic Credit	Common Stock		2,187	$	11.50	open market sale
March 17, 2017	BMST	Common Stock		4,012	$	11.50	open market sale
March 20, 2017	Credit Alternatives	Common Stock		10,038	$	11.40	open market sale
March 20, 2017	Credit Alternatives	Common Stock		3,997	$	11.45	open market sale
March 20, 2017	Credit Alternatives	Common Stock		10,039	$	11.46	open market sale
March 20, 2017	Guadalupe	Common Stock		643	$	11.40	open market sale
March 20, 2017	Guadalupe	Common Stock		256	$	11.45	open market sale

CUSIP No. 277461406


Date	BlueMountain Fund	Security	Amount		Price per Share		Type of Transaction
March 20, 2017	Guadalupe	Common Stock		642	$	11.46	open market sale
March 20, 2017	Timberline	Common Stock		1,091	$	11.40	open market sale
March 20, 2017	Timberline	Common Stock		434	$	11.45	open market sale
March 20, 2017	Timberline	Common Stock		1,091	$	11.46	open market sale
March 20, 2017	Kicking Horse	Common Stock		845	$	11.40	open market sale
March 20, 2017	Kicking Horse	Common Stock		337	$	11.45	open market sale
March 20, 2017	Kicking Horse	Common Stock		846	$	11.46	open market sale
March 20, 2017	COF	Common Stock		6,403	$	11.40	open market sale
March 20, 2017	COF	Common Stock		2,548	$	11.45	open market sale
March 20, 2017	COF	Common Stock		6,403	$	11.46	open market sale
March 20, 2017	Distressed	Common Stock		1,187	$	11.40	open market sale
March 20, 2017	Distressed	Common Stock		472	$	11.45	open market sale
March 20, 2017	Distressed	Common Stock		1,186	$	11.46	open market sale
March 20, 2017	Montenvers	Common Stock		2,275	$	11.40	open market sale
March 20, 2017	Montenvers	Common Stock		905	$	11.45	open market sale
March 20, 2017	Montenvers	Common Stock		2,275	$	11.46	open market sale
March 20, 2017	Strategic Credit	Common Stock		888	$	11.40	open market sale
March 20, 2017	Strategic Credit	Common Stock		355	$	11.45	open market sale
March 20, 2017	Strategic Credit	Common Stock		888	$	11.46	open market sale
March 20, 2017	BMST	Common Stock		1,630	$	11.40	open market sale
March 20, 2017	BMST	Common Stock		648	$	11.45	open market sale
March 20, 2017	BMST	Common Stock		1,630	$	11.46	open market sale
April 21, 2017	Credit Alternatives	Common Stock		486,837	$	10.75	private sale
April 21, 2017	Guadalupe	Common Stock		31,156	$	10.75	private sale
April 21, 2017	Timberline	Common Stock		52,922	$	10.75	private sale
April 21, 2017	Kicking Horse	Common Stock		41,009	$	10.75	private sale
April 21, 2017	COF	Common Stock		310,484	$	10.75	private sale
April 21, 2017	Distressed	Common Stock		57,540	$	10.75	private sale
April 21, 2017	Montenvers	Common Stock		110,312	$	10.75	private sale
April 21, 2017	Strategic Credit	Common Stock		43,109	$	10.75	private sale
April 21, 2017	BMST	Common Stock		79,048	$	10.75	private sale
April 26, 2017	Credit Alternatives	Common Stock		536,349	$	10.75	private sale
April 26, 2017	Guadalupe	Common Stock		34,324	$	10.75	private sale
April 26, 2017	Timberline	Common Stock		58,299	$	10.75	private sale
April 26, 2017	Kicking Horse	Common Stock		45,178	$	10.75	private sale
April 26, 2017	COF	Common Stock		342,059	$	10.75	private sale
April 26, 2017	Distressed	Common Stock		63,389	$	10.75	private sale
April 26, 2017	Montenvers	Common Stock		121,530	$	10.75	private sale
April 26, 2017	Strategic Credit	Common Stock		47,491	$	10.75	private sale
April 26, 2017	BMST	Common Stock		87,087	$	10.75	private sale

No other Reporting Person effected any transactions in any securities of the Issuer.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended by adding the following:

Pursuant to a Purchase and Sale Agreement dated April 26, 2017 (the “CFA-Karfunkel PSA”), on April 26, 2017, the BlueMountain Funds sold 1,335,706 shares of Common Stock for an aggregate purchase price of $14,358,839.50.

The summary of the CFA-Karfunkel PSA set forth above does not purport to be complete and is qualified in its entirety by reference to the text of the CFA-Karfunkel PSA, a copy of which is being filed as Exhibit 10 hereto and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

The following shall be added to the end of Item 7:

10. Purchase and Sale Agreement by the BlueMountain Funds, Chesed Foundation of America and George Karfunkel dated April 26, 2017, attached as Exhibit 10 hereto.

11. Joint Filing Agreement dated April 27, 2017, attached as Exhibit 11 hereto.

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement with respect to the undersigned is true, complete and correct.

Date: April 27, 2017


BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC

By:		/s/ ERIC M. ALBERT
Name:		Eric M. Albert, Chief Compliance Officer

BLUEMOUNTAIN GP HOLDINGS, LLC

By:		/s/ ERIC M. ALBERT
Name:		Eric M. Albert, Chief Compliance Officer

BLUE MOUNTAIN CREDIT GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC

By:		/s/ ERIC M. ALBERT
Name:		Eric M. Albert, Chief Compliance Officer

BLUE MOUNTAIN CA MASTER FUND GP, LTD.

By:		/s/ ANDREW FELDSTEIN
Name:		Andrew Feldstein, Director

BLUE MOUNTAIN CREDIT ALTERNATIVES MASTER FUND L.P. BY: BLUE MOUNTAIN CA MASTER FUND GP, LTD.

By:		/s/ ANDREW FELDSTEIN
Name:		Andrew Feldstein, Director

BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC

By:		/s/ ERIC M. ALBERT
Name:		Eric M. Albert, Chief Compliance Officer

BLUEMOUNTAIN GUADALUPE PEAK FUND L.P.
BY: BLUEMOUNTAIN LONG/SHORT CREDIT GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC

By:		/s/ ERIC M. ALBERT
Name:		Eric M. Albert, Chief Compliance Officer


BLUEMOUNTAIN TIMBERLINE LTD.

By:		/s/ ANDREW FELDSTEIN
Name:		Andrew Feldstein, Director

BLUEMOUNTAIN KICKING HORSE FUND GP, LLC

BY: BLUEMOUNTAIN GP HOLDINGS, LLC

By:		/s/ ERIC M. ALBERT
Name:		Eric M. Albert, Chief Compliance Officer

BLUEMOUNTAIN KICKING HORSE FUND L.P.
BY: BLUEMOUNTAIN KICKING HORSE FUND GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC

By:		/s/ ERIC M. ALBERT
Name:		Eric M. Albert, Chief Compliance Officer

BLUEMOUNTAIN CREDIT OPPORTUNITIES GP I, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC

By:		/s/ ERIC M. ALBERT
Name:		Eric M. Albert, Chief Compliance Officer

BLUEMOUNTAIN CREDIT OPPORTUNITIES MASTER FUND I L.P.
BY: BLUEMOUNTAIN CREDIT OPPORTUNITIES GP I, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC

By:		/s/ ERIC M. ALBERT
Name:		Eric M. Albert, Chief Compliance Officer

BLUEMOUNTAIN DISTRESSED GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC

By:		/s/ ERIC M. ALBERT
Name:		Eric M. Albert, Chief Compliance Officer

BLUEMOUNTAIN DISTRESSED MASTER FUND L.P.
BY: BLUEMOUNTAIN DISTRESSED GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC

By:		/s/ ERIC M. ALBERT
Name:		Eric M. Albert, Chief Compliance Officer

BLUEMOUNTAIN MONTENVERS GP S.à r.l.

By:		/s/ ERIC M. ALBERT
Name:		Eric M. Albert, Chief Compliance Officer


BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICAV-SIF
BY: BLUEMOUNTAIN MONTENVERS GP S.à r.l.

By:		/s/ ERIC M. ALBERT
Name:		Eric M. Albert, Chief Compliance Officer

BLUEMOUNTAIN STRATEGIC CREDIT GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC

By:		/s/ ERIC M. ALBERT
Name:		Eric M. Albert, Chief Compliance Officer

BLUEMOUNTAIN STRATEGIC CREDIT MASTER FUND L.P.
BY: BLUEMOUNTAIN STRATEGIC CREDIT GP, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC

By:		/s/ ERIC M. ALBERT
Name:		Eric M. Albert, Chief Compliance Officer

BLUEMOUNTAIN SUMMIT OPPORTUNITIES GP II, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC

By:		/s/ ERIC M. ALBERT
Name:		Eric M. Albert, Chief Compliance Officer

BLUEMOUNTAIN SUMMIT TRADING L.P.
BY: BLUEMOUNTAIN SUMMIT OPPORTUNITIES GP II, LLC
BY: BLUEMOUNTAIN GP HOLDINGS, LLC

By:		/s/ ERIC M. ALBERT
Name:		Eric M. Albert, Chief Compliance Officer

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)

EX-99.10 2 d385058dex9910.htm EX-99.10 EX-99.10

Exhibit 10

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (this “Agreement”), dated as of April 26, 2017 (the “Effective Date”), is made by and Blue Mountain Credit Alternatives Master Fund L.P., BlueMountain Distressed Master Fund L.P., BlueMountain Guadalupe Peak Fund L.P., BlueMountain Montenvers Master Fund SCA SICAV-SIF, BlueMountain Summit Trading L.P., BlueMountain Credit Opportunities Master Fund I L.P., BlueMountain Kicking Horse L.P., BlueMountain Strategic Credit Master Fund L.P. and BlueMountain Timberline Ltd, on the one hand (each a “Transferor” and, collectively, the “Transferors”) and Chesed Foundation of America, and George Karfunkel, on the other hand (each a “Transferee” and, collectively, the “Transferees” and, together with the Transferors, the “Parties” and each a “Party”).

W I T N E S S E T H:

WHEREAS, the Transferors hold, in the aggregate, the 1,335,706 shares of Common Stock, par value $0.01 per share (the “Shares”) of Eastman Kodak Company (the “Company”), all of which are not registered and currently bear a restrictive legend with respect to transfer (the “Legended Shares”), as more particularly detailed on Schedule A; and

WHEREAS, the Transferors desire to transfer 100% of the Shares listed on Schedule A (the “Transferred Securities”) to the Transferees in accordance with the terms hereof and the Transferees desire to acquire the Transferred Securities in accordance with the terms hereof (such transactions are hereafter referred to as the “Transfer”).

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the Parties agree as follows:

1. Transfer of Shares. Subject to the terms and conditions of this Agreement, at the Closing (a) the Transferees hereby agree to acquire from the Transferors and the Transferors hereby agree to assign, transfer, and convey to the Transferees all of their right, title and interest in, to, and under the Transferred Securities as more particularly detailed on Schedule A; and (b) the Transferees agree to pay via wire transfer in accordance with Section 2 below to the Transferors an aggregate purchase price of Fourteen Million Three Hundred Fifty-Eight Thousand Eight Hundred Thirty-Nine United States Dollars and Fifty Cents ($14,358,839.50) as more particularly detailed on Schedule A (the “Purchase Price”) in exchange for the Transferred Securities.

2. Closing. The closing of the Transfer (the “Closing”) shall take place on (a) the third business day following approval by the Company’s transfer agent of the Transfer, or (b) at such other time and date as may be agreed by the Parties. At the Closing, (A) the Transferors shall deliver or cause to be delivered to the Transferees appropriately executed assignments or other instruments of transfer with respect to the Transferred Securities, and (B) the Transferees shall deliver to the Transferors payments, by wire transfers of immediately available funds to accounts designated in writing by Transferees, in amount equal to the Purchase Price. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.

3. Representations and Warranties of the Transferees. Each Transferee represents and warrants, as of the date hereof and as of the Closing Date, to the Transferors that: (a) such Transferee has the right, power, and authority to execute, deliver, and fully perform its obligations under this Agreement, without violation of any applicable law, rule, regulation or court order and without the necessity of obtaining any consent or approval from any governmental or regulatory authority; (b) this Agreement has been duly executed and is a binding and valid agreement enforceable against each Transferee in accordance with its terms; (c) such Transferee is an “accredited investor” (as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)); (d) such Transferee (i) recognizes that the Transferred Securities are speculative in nature; (ii) has not relied on the Transferors, BlueMountain Capital Management, LLC (“BlueMountain”), any other funds and accounts managed by BlueMountain, any other affiliates of BlueMountain or any of the respective current and former partners, shareholders, members, managers, officers, directors, employees, representatives and agents of any of the

foregoing (collectively with the Transferors, the “BlueMountain Persons”) in connection with any securities or tax matters related to the Transfer; (iii) is acquiring the Transferred Securities for its own account for investment purposes and not with a view to the distribution thereof; and (iv) will not sell, transfer, pledge, hypothecate, alienate, or otherwise assign or dispose of the Transferred Securities unless such disposition is registered under the Securities Act or is exempt from registration thereunder; (e) such Transferee has, independently and without reliance upon the Transferors, BlueMountain, any of the other BlueMountain Persons, or any of their respective officers, directors, agents or advisors, and based upon such information concerning the Transfer that such Transferee has obtained from whatever sources it deemed appropriate, reliable and adequate, made its own investment analysis and decision to consummate the Transfer; and (f) such Transferee believes that, by reason of its business and financial experience, it is capable of evaluating the merits and risks of the Transfer and of protecting its own interests in connection with the Transfer.

4. Representations and Warranties of the Transferors. Each Transferor represents and warrants, as of the date hereof and as of the Closing Date, to the Transferees that (a) such Transferor has the right, power, and authority to execute, deliver, and fully perform its obligations under this Agreement, without violation of any applicable law, rule, regulation or court order and without the necessity of obtaining any consent or approval from any governmental or regulatory authority; (b) this Agreement has been duly executed and is a binding and valid agreement enforceable against such Transferor in accordance with its terms; (c) such Transferor owns the Transferred Securities, free and clear of any security interest, lien, charge, or other encumbrance of any nature whatsoever; (d) neither such Transferor nor any person authorized by such Transferor, as agent or otherwise, has offered all or any part of the Transferred Securities for sale to, or solicited offers to buy the same from, any person other than the Transferees; (e) such Transferor has, independently and without reliance upon the Transferees, and based upon such information concerning the Transfer that such Transferor has obtained from whatever sources it deemed appropriate, reliable and adequate, made its own investment analysis and decision to consummate the Transfer; and (f) such Transferor believes that, by reason of its business and financial experience, it is capable of evaluating the merits and risks of the Transfer and of protecting its own interests in connection with the Transfer.

5. Termination. Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the Transfer and the other transactions contemplated by this Agreement may be abandoned at any time prior to the Closing:

(i) by unanimous written consent of the Parties; or

(ii) by any Party, if the Closing does not occur on or prior to June 2, 2017 (the “Outside Date”);

6. Further Assurances. Each Party hereby covenants and agrees that it will, at the sole cost and expense of the requesting Party, execute and deliver such documents and take such further actions as another Party may from time to time reasonably request as being necessary or desirable to carry out the intent and purposes of this Agreement.

7. Binding Effect; Governing Law. This Agreement shall bind and benefit the Parties, their representatives, and their permitted assignees and successors in interest. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without giving effect to the principles of the conflict of laws thereof.

8. Entire Agreement. This Agreement constitutes the entire agreement between the Parties governing this Agreement. This Agreement may be modified, superseded, or terminated only in writing signed by each of the Parties to be affected.

9. Counterparts. This Agreement may be executed in multiple counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute but one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

TRANSFERORS:

Blue Mountain Credit Alternatives Master Fund L.P.